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Stipulation of Partial Settlement

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					EFiled: Jun 22 2010 5:38PM EDT
Transaction ID 31767556
Case No. 4339-VCL
EFiled: Jun 22 2010 5:38PM EDT
Transaction ID 31767556
Case No. 4339-VCL
                                             EFiled: Jun 22 2010 5:38PM EDT
                                                              EXHIBIT B
                                             Transaction ID 31767556
                                             Case No. 4339-VCL
        IN THE COURT OF THE CHANCERY OF THE STATE OF DELAWARE

LOUISIANA MUNICIPAL POLICE
EMPLOYEES’ RETIREMENT SYSTEM, on
behalf of itself and all other similarly situated
shareholders of Landry’s Restaurants, Inc., and
derivatively on behalf of nominal defendant
Landry’s Restaurants, Inc.,

                       Plaintiff,
       v.                                                   C.A. No. 4339-VCL

TILMAN      J.    FERTITTA,  STEVEN   L.
SCHEINTHAL,         KENNETH    BRIMMER,
MICHAEL        S.   CHADWICK,   MICHAEL
RICHMOND, JOE MAX TAYLOR, FERTITTA
HOLDINGS, INC., FERTITTA ACQUISITION
CO., RICHARD LIEM, FERTITTA GROUP,
INC. and FERTITTA MERGER CO.

                       Defendants, and

LANDRY’S RESTAURANTS, INC.,

                       Nominal Defendant.

                                    SCHEDULING ORDER

       The Parties have made application, pursuant to Delaware Court of Chancery Rules 23 and

23.1, for an Order approving the proposed partial settlement (the “Settlement”) of the above-

captioned action (the “Action”) in accordance with a Stipulation of Partial Settlement dated June

22, 2010 (the “Stipulation”), which (along with the defined terms therein) is incorporated herein

by reference and which, together with the Exhibits thereto, sets forth the terms and conditions for

the proposed Settlement of the Action and for an Order and Final Judgment dismissing certain

claims asserted by Plaintiff in the Action with prejudice upon the terms and conditions set forth

therein; and the Court having read and considered the Stipulation and the Exhibits thereto; and

all Parties having consented to the entry of this Order;

       IT IS HEREBY ORDERED this day of ___________, 2010, that:
       1.      For purposes of the Settlement only, and preliminarily for purposes of this Order,

the Action shall be maintained and proceed as a class action pursuant to Delaware Court of

Chancery Rules 23(a), 23(b)(l) and 23(b)(2) on behalf of the following settlement subclass (the

“2009 Transaction Subclass”):

       All persons and entities who held shares of Landry’s common stock at any point between
       the November 3, 2009 announcement of the $14.75 Buyout and the closing of a
       sale/merger transaction to Fertitta or a third party, excluding Defendants; members of the
       immediate families of each of the Individual Defendants; all directors, officers, parents,
       subsidiaries and affiliates of Landry’s and the Fertitta Entities; any person, firm, trust,
       corporation or entity in which any Defendant has or had a controlling interest or which is
       related to or affiliated with any of the Defendants; and the legal representatives, heirs,
       successors-in-interest or assigns of any such excluded party.

       2.      For purposes of the Settlement only, Plaintiff Louisiana Municipal Police

Employees’ Retirement System is preliminarily appointed as Class Representative, and

Plaintiff’s Counsel, Bernstein Litowitz Berger & Grossmann LLP and Grant & Eisenhofer P.A.,

are preliminarily appointed as Class Counsel pursuant to Delaware Court of Chancery Rule 23.

       3.      A hearing (the “Settlement Hearing”) shall be held on ___________, 2010, at ___

_.m. in the Court of Chancery in the New Castle Courthouse, 500 North King Street,

Wilmington, Delaware, 19801, to: (a) determine whether the proposed Settlement, on the terms

and conditions provided for in the Stipulation, is fair, reasonable and adequate and in the best

interests of Plaintiff and the 2009 Transaction Subclass and should be approved by the Court; (b)

determine whether the preliminary class certification described in this Order shall be made final;

(c) determine whether Plaintiff and Plaintiff’s Counsel have adequately represented the 2009

Transaction Subclass; (d) determine whether the Court should enter an Order and Final Judgment

as provided in the Stipulation dismissing with prejudice the claims asserted in Counts IV through

VIII of the Complaint and releasing the Settled Claims and Settled Defendants’ Claims; (e) hear




                                                2
the application by Plaintiff’s Counsel for an award of attorneys’ fees and reimbursement of

litigation expenses; and (f) rule on such other matters as the Court may deem appropriate.

       4.      The Court reserves the right to adjourn the Settlement Hearing or any

adjournment thereof, including the hearing on Plaintiff’s Counsel’s application for an award of

attorneys’ fees and expenses, without further notice of any kind to the 2009 Transaction Subclass

or current Landry’s shareholders other than by oral announcement at the Settlement Hearing or

any adjournment thereof.

       5.      The Court reserves the right to approve the Settlement at or after the Settlement

Hearing with such modification(s) as may be consented to by the Parties to the Stipulation and

without further notice to the 2009 Transaction Subclass or current Landry’s shareholders.

       6.      The Court approves, in form and content, the Notice of Pendency and Proposed

Partial Settlement of Shareholder Litigation (the “Notice”) and the Summary Notice of Pendency

and Proposed Partial Settlement of Shareholder Litigation (the “Summary Notice”), substantially

in the form attached as Exhibits C and D to the Stipulation, respectively. Landry’s or its

successor(s)-in-interest shall (a) publish the Summary Notice, substantially in the form attached

as Exhibit D to the Stipulation, once in the Investor’s Business Daily and over the PR Newswire

within five (5) business days after entry of this Scheduling Order, and (b) mail the Notice,

substantially in the form attached as Exhibit C to the Stipulation, to all current Landry’s

shareholders. It may mail the Notice along with its proxy statement in connection with the

sale/merger to Fertitta or a third party, but in no event shall such mailing take place less than

forty (40) calendar days before the Settlement Hearing. All record holders of Landry’s common

who were not also the beneficial owners of any shares held by them of record are hereby directed

to, within ten (10) business days after receipt of the Notice, either forward copies of the Notice to



                                                 3
such beneficial owners of those shares, or provide Landry’s or its successor(s)-in-interest with

lists of names and addresses of the beneficial owners, and within five (5) business days after

receipt of any such requests, Landry’s or its successor(s)-in-interest shall send the Notice to such

identified beneficial owners. All costs and expenses incurred in identifying and notifying the

2009 Transaction Subclass Members and current shareholders of Landry’s of the Settlement,

including the costs and expenses of reimbursing shareholders of record for the costs of providing

notice to beneficial owners, shall be paid by Landry’s or its successor(s)-in-interest and in no

event shall Plaintiff or Plaintiff’s Counsel be responsible for any notice costs or expenses.

       7.       The form and method of notice specified in this Order is the best notice

practicable under the circumstances and shall constitute due and sufficient notice of the

Settlement Hearing to all persons entitled to receive such notice, and fully satisfies the

requirement of due process, Delaware Court of Chancery Rules 23 and 23.1, and applicable law.

Landry’s or its successor-in-interest shall, prior to the date of the Settlement Hearing directed

herein, file with the Court proof, by affidavit or declaration, of the publication and mailing of

notice as directed herein.

       8.      Any member of the 2009 Transaction Subclass or any current Landry’s

shareholder who objects to the Settlement and/or the Order and Final Judgment to be entered by

the Court, and/or Plaintiff’s Counsel’s fee and expense application, or otherwise wishes to be

heard, may appear personally or by counsel at the Settlement Hearing and present evidence or

argument that may be proper and relevant; provided, however, that no member of the 2009

Transaction Subclass or current Landry’s shareholder may be heard and no papers or briefs

submitted by or on behalf of any member of the 2009 Transaction Subclass or any current

Landry’s shareholder shall be received and considered, except by Order of the Court for good



                                                 4
cause shown, unless, no later than ten (10) business days prior to the Settlement Hearing, copies

of: (a) a written notice of intention to appear, identifying the name, address, and telephone

number of the objector and, if represented, their counsel; (b) a written detailed statement of such

person’s specific objections to any matter before the Court; (c) proof of membership in the 2009

Transaction Subclass, including a listing of all transactions in Landry’s common stock during the

2009 Transaction Subclass Period, or proof of current ownership of Landry’s common stock; (d)

the grounds for such objections and any reasons for such person’s desiring to appear and be

heard; and (e) all documents and writings such person desires the Court to consider, shall be

served by hand or overnight mail upon each of the following counsel:

               Mark Lebovitch
               BERNSTEIN LITOWITZ BERGER &
                GROSSMANN LLP
               1285 Avenue of the Americas
               New York, NY 10019

               Stuart M. Grant
               GRANT & EISENHOFER P.A.
               1201 N. Market St.
               Wilmington, DE 19801

               Plaintiff’s Counsel

               David J. Teklits
               MORRIS, NICHOLS, ARSHT &
                 TUNNELL LLP
               1201 North Market Street, 18th Floor
               P.O. Box 1347
               Wilmington, DE 19899

               Gerard G. Pecht
               FULBRIGHT & JAWORSKI L.L.P.
               1301 McKinney, Suite 5100
               Houston, TX 77010

               Counsel for Defendants Kenneth Brimmer, Michael S.
               Chadwick, Michael Richmond and Joe Max Taylor



                                                5
              Thomas A. Beck
              Daniel A. Dreisbach
              RICHARDS, LAYTON & FINGER, P.A.
              One Rodney Square
              920 N. Market Street
              Wilmington, DE 19801

              David D. Sterling
              Danny David
              BAKER BOTTS L.L.P.
              One Shell Plaza
              910 Louisiana Street
              Houston, TX 77002

              Counsel for Defendants Tilman J. Fertitta, Steven L.
              Scheinthal, Fertitta Holdings, Inc., Fertitta Acquisition
              Co., Richard Liem, Fertitta Group, Inc. and Fertitta
              Merger Co.

              Richard L. Renck
              ASHBY & GEDDES
              500 Delaware Avenue
              P.O. Box 1150
              Wilmington, DE 19899

              Odean L. Volker
              HAYNES AND BOONE, LLP
              One Houston Center
              1221 McKinney, Suite 2100
              Houston, TX 77010

              Counsel for Nominal Defendant Landry’s
              Restaurants Inc.

at the same time these papers must be filed with the Register in Chancery, Court of Chancery,

500 North King Street, Wilmington, DE 19801. Unless the Court otherwise directs, no member

of the 2009 Transaction Subclass or current Landry’s shareholder shall be entitled to object to

the Settlement, or to the Order and Final Judgment to be entered herein, or to the award of

attorneys’ fees and expenses to Plaintiff’s Counsel, or otherwise to be heard, except by serving

and filing written objections as described above. Any person who fails to object in the manner


                                                6
provided above shall be deemed to have waived such objection and shall forever be barred from

making any such objection in this Action or in any other action or proceeding.

       9.      If the Court approves the Settlement provided for in the Stipulation following the

Settlement Hearing, an Order and Final Judgment shall be entered substantially in the form

attached as Exhibit E to the Stipulation.

       10.     In the event this Settlement is terminated, the Settlement shall be without

prejudice, and none of its terms shall be effective or enforceable and the fact of the Settlement

shall not be admissible in any trial of this Action, and the Parties shall be deemed to have

reverted to their respective status in this Action immediately prior to May 23, 2010 with respect

to Counts IV though VIII of the Complaint and, except as otherwise expressly provided, the

Parties shall proceed in all respects as if the Stipulation and any related orders had not been

entered.

       11.     Pending final determination by the Court of whether the Settlement should be

approved, Plaintiff and the 2009 Transaction Subclass Members are barred and enjoined from

instituting, commencing or prosecuting any Settled Claims as against the Released Parties, their

counsel and insurers.

       12.     The Court reserves the right to approve the Stipulation and the Settlement with

modifications and without further notice to members of the 2009 Transaction Subclass or current

Landry’s shareholders, and retains jurisdiction over the Action to consider all further

applications arising out of or connected with the proposed Settlement.



                                                    _______________________________
                                                               Vice Chancellor
#456180.4



                                                7
                                                EFiled: Jun 22 2010 5:38PM EDT
                                                                 EXHIBIT C
                                                Transaction ID 31767556
                                                Case No. 4339-VCL
             IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

LOUISIANA MUNICIPAL POLICE
EMPLOYEES’ RETIREMENT SYSTEM, on
behalf of itself and all other similarly situated
shareholders of Landry’s Restaurants, Inc., and
derivatively on behalf of nominal defendant
Landry’s Restaurants, Inc.,

                       Plaintiff,
       v.                                           C.A. No. 4339-VCL

TILMAN      J.    FERTITTA,  STEVEN   L.
SCHEINTHAL,         KENNETH    BRIMMER,
MICHAEL        S.   CHADWICK,   MICHAEL
RICHMOND, JOE MAX TAYLOR, FERTITTA
HOLDINGS, INC., FERTITTA ACQUISITION
CO., RICHARD LIEM, FERTITTA GROUP,
INC. and FERTITTA MERGER CO.

                       Defendants, and

LANDRY’S RESTAURANTS, INC.,

                       Nominal Defendant.

                        NOTICE OF PENDENCY AND PROPOSED
                  PARTIAL SETTLEMENT OF SHAREHOLDER LITIGATION

       TO: ALL PERSONS AND ENTITIES WHO HELD SHARES OF LANDRY’S
       RESTAURANT’S, INC. (“LANDRY’S”) COMMON STOCK AT ANY POINT
       BETWEEN NOVEMBER 3, 2009 AND THE CLOSING OF A SALE/MERGER
       TRANSACTION OF LANDRY’S.

       PLEASE READ ALL OF THIS NOTICE CAREFULLY. YOUR RIGHTS WILL BE
       AFFECTED BY THE LEGAL PROCEEDINGS IN THIS ACTION. IF THE COURT
       APPROVES THE PROPOSED PARTIAL SETTLEMENT DESCRIBED BELOW,
       YOU WILL BE FOREVER BARRED FROM CONTESTING THE FAIRNESS OF
       THE PROPOSED SETTLEMENT, OR PURSUING THE SETTLED CLAIMS (AS
       DEFINED HEREIN) AGAINST THE RELEASED PARTIES (AS DEFINED HEREIN),
       THEIR COUNSEL AND INSURERS.

       IF YOU HELD LANDRY’S COMMON STOCK FOR THE BENEFIT OF ANOTHER,
       PLEASE PROMPTLY TRANSMIT THIS DOCUMENT TO SUCH BENEFICIAL
       OWNER.
I. PURPOSE OF NOTICE

       The purpose of this Notice is to inform you of the proposed partial settlement (the

“Settlement”) of the above-captioned lawsuit (the “Action” or the “Litigation”) pending in the

Court of Chancery of the State of Delaware (the “Court”). Pursuant to the proposed Settlement,

Plaintiff has agreed to dismiss Counts IV through VIII of the Action, which relate to Defendant

Tillman J. Fertitta’s 2009 agreement to acquire Landry’s for $14.75 per share. In consideration

of the Settlement, Defendants and the Special Committee of the Board of Directors of Landry’s

have agreed to implement certain deal terms with respect to the $14.75 offer. The specifics of

the deal terms are set forth on page [___] below, in Section III, “The Benefits of the Settlement.”

       This Notice also informs you of the Court’s certification of a 2009 Transaction Subclass

(as defined below) for purposes of the Settlement, and notifies you of your right to participate in

a hearing to be held on _______ at _____, before the Court in the New Castle County

Courthouse, 500 North King Street, Wilmington, Delaware (the “Settlement Hearing”) to

determine whether the Court should approve the Settlement as fair, reasonable, adequate, and in

the best interests of the 2009 Transaction Subclass, to determine whether Louisiana Municipal

Police Employees’ Retirement System (“LMPERS” or “Plaintiff”) and its counsel have

adequately represented the interests of the 2009 Transaction Subclass in the Action, and to

consider other matters, including a request by counsel for Plaintiff (“Plaintiff’s Counsel”) for an

award of attorneys’ fees and reimbursement of expenses.

       The Court has determined that the Action shall be preliminarily maintained as a non-opt-

out class action under Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2), by Plaintiff as

Class representative, on behalf of a settlement subclass consisting of:




                                                 2
       All persons and entities who held shares of Landry’s common stock at any point between
       the November 3, 2009 announcement of the $14.75 Buyout and the closing of a
       sale/merger transaction to Fertitta or a third party, excluding Defendants; members of the
       immediate families of each of the Individual Defendants; all directors, officers, parents,
       subsidiaries and affiliates of Landry’s and the Fertitta Entities; any person, firm, trust,
       corporation or entity in which any Defendant has or had a controlling interest or which is
       related to or affiliated with any of the Defendants; and the legal representatives, heirs,
       successors-in-interest or assigns of any such excluded party (the “2009 Transaction
       Subclass”).

At the Settlement Hearing, among other things, the Court will consider whether the 2009

Transaction Subclass should be certified pursuant to Court of Chancery Rule 23 and whether

Plaintiff and Plaintiff’s Counsel have adequately represented the 2009 Transaction Subclass.

       This Notice describes the rights you may have under the Settlement and what steps you

may, but are not required to, take in relation to the Settlement.

       If the Court approves the Settlement, the parties to the Action will ask the Court at the

Settlement Hearing to enter an Order dismissing Counts IV through VIII of the Action with

prejudice on the merits.

               THE FOLLOWING RECITATION DOES NOT
               CONSTITUTE FINDINGS OF THE COURT. IT IS BASED ON
               STATEMENTS OF THE PARTIES AND SHOULD NOT BE
               UNDERSTOOD AS AN EXPRESSION OF ANY OPINION OF THE
               COURT AS TO THE MERITS OF ANY OF THE CLAIMS
               OR DEFENSES RAISED BY ANY OF THE PARTIES.

II.    BACKGROUND OF THE ACTION

       This Settlement has been negotiated between Plaintiff, on behalf of itself and the 2009

Transaction Subclass and defendants Tilman J. Fertitta (“Fertitta”); defendants Fertitta

Acquisition Co. and Fertitta Holdings, Inc. (together, the “2008 Fertitta Entities”); defendants

Fertitta Merger Co. and Fertitta Group Inc. (together, the “2009 Fertitta Entities,” and

collectively with Fertitta and the 2008 Fertitta Entities, the “Fertitta Defendants”); defendants

Kenneth Brimmer, Michael S. Chadwick, Michael Richmond, and Joe Max Taylor (the “Outside



                                                  3
Director Defendants”); defendants Steven L. Scheinthal and Richard H. Liem (together with the

“Outside Director Defendants,” the “Director Defendants”); and nominal defendant Landry’s in

order to settle and release the claims asserted against Defendants in Counts IV through VIII of

the Second Amended Verified Class Action and Derivative Complaint filed in the Action on

May 21, 2010.       The Action asserts claims against the Defendants for alleged breaches of

fiduciary duties in conjunction with the proposed acquisition of Landry’s by Fertitta through his

related entities.

        On June 16, 2008, Fertitta and the 2008 Fertitta Entities agreed to acquire Landry’s for

$21 per share and to pay a $24 million reverse termination fee if they did not close the merger

transaction in the absence of a contractual termination right (the “$21 merger agreement” or

“2008 merger agreement”).

        On September 13, 2008, Hurricane Ike made landfall in Texas, causing damage to a

number of Landry’s properties.

        On October 17, 2008, the terms of the $21 merger agreement were amended to lower the

acquisition price that Fertitta agreed to pay to $13.50 per share and by lowering the reverse

termination fee to $15 million.

        On January 11, 2009, the $21 merger agreement was terminated without payment of any

termination fee.

        On February 5, 2009, Plaintiff filed a complaint in Delaware Chancery Court styled

Louisiana Municipal Police Employees’ Retirement System v. Tilman J. Fertitta, et al. asserting

breach of fiduciary duty claims against the Fertitta and the 2008 Fertitta Entities, the Outside

Director Defendants, Steven L. Scheinthal, and Landry’s concerning the amendment and

subsequent termination of the $21 merger agreement and a derivative claim on behalf of




                                               4
Landry’s against the Board for failure to seek payment of the $24 million reverse termination

fee.

       On July 28, 2009, former Vice Chancellor Lamb denied the defendants’ motion to

dismiss the Complaint, and discovery thereafter commenced.

       On November 3, 2009, Fertitta and the 2009 Fertitta Entities agreed to acquire Landry’s

for $14.75 per share (the “$14.75 merger agreement” or “2009 merger agreement”);

       On November 10, 2009, Plaintiff supplemented its complaint, asserting breach of

fiduciary duty claims against Fertitta and the current Landry’s Board concerning the 2009

merger agreement.

       On January 28, 2010, Plaintiff filed an amended complaint asserting breach of fiduciary

duty claims against: (i) the Fertitta Defendants concerning the 2008 and 2009 merger

agreements; (ii) the Director Defendants concerning the 2008 merger agreement; and (iii) Fertitta

and the Board concerning the 2009 merger agreement; (iv) a claim for unjust enrichment against

Fertitta; and (v) a derivative claim against the Board for failure to seek payment of the $24

million reverse termination fee.

       On May 21, 2010, Plaintiff filed the Second Amended Verified Class Action and

Derivative Complaint (the “Complaint”) asserting breach of fiduciary duty claims against: (i) the

Fertitta Defendants concerning the 2008 and 2009 merger agreements; (ii) the Director

Defendants concerning the 2008 merger agreement; (iii) Fertitta and the Board concerning the

2009 merger agreement; (iv) a claim for unjust enrichment against Fertitta; (v) a derivative claim

against the Board for failure to seek payment of the $24 million reverse termination fee; and (vi)

a derivative breach of contract claim against Fertitta and Fertitta Acquisition Co. for failure to

pay the $24 million reverse termination fee.




                                                5
       Plaintiff has prosecuted the case, including defending against Defendants’ motion to

dismiss, reviewing more than 600,000 pages of documents, taking more than a dozen

depositions, and prosecuting multiple discovery motions before the Court.

       Defendants deny all wrongdoing and this Stipulation shall not be construed or deemed to

be evidence of, or an admission or concession on the part of, any Defendant with respect to any

claim, or of any fault or liability or wrongdoing or damage whatsoever, or any infirmity in the

defenses that Defendants have asserted.

       Plaintiff’s Counsel have conducted an investigation relating to the claims and the

underlying events and transactions alleged in the Action. Plaintiff’s Counsel have analyzed the

evidence adduced during their investigation and pretrial discovery and have researched the

applicable law with respect to the claims of Plaintiff and the 2009 Transaction Subclass against

Defendants and the potential defenses thereto.

       Based upon their investigation and pre-trial discovery as set forth above, Plaintiff and

Plaintiff’s Counsel have concluded that the terms and conditions of this Stipulation are fair,

reasonable and adequate to Plaintiff and the 2009 Transaction Subclass, and in their best

interests, and have agreed to settle the claims asserted in Counts IV through VIII of the

Complaint pursuant to the terms and provisions of this Stipulation, after considering (a) the

substantial benefits that Plaintiff and the members of the 2009 Transaction Subclass will receive

from the Settlement, (b) the attendant risks of litigation, and (c) the desirability of permitting the

Settlement to be consummated as provided by the terms of this Stipulation.

       On May 23, 2010, following extensive arms-length negotiations, the parties entered into a

Memorandum of Understanding (“MOU”) setting for the basic terms of the settlement. On June

22, 2010, the parties to the Action entered into a Stipulation of Partial Settlement (“Stipulation”)




                                                  6
that, among other things, memorialized the terms of the MOU.             On _______, the parties

submitted the Stipulation to the Court, which resulted in the Court entering a scheduling order

(the “Scheduling Order”) on ____________ that preliminarily, for purposes of the Settlement

only, certified the 2009 Transaction Subclass.

III.   THE BENEFITS OF THE SETTLEMENT

       1.      In consideration of the Settlement, Defendants and the Special Committee of the

Board of Directors of Landry’s, comprised of Defendants Kenneth Brimmer and Michael S.

Chadwick, have agreed to implement the following deal terms with respect to the 2009

Transaction:

               (a)    Price Paid to Non-Fertitta Shareholders in New Deal:

                      $24 per share to be paid by Fertitta and/or the 2009 Fertitta Entities.

               (b)    New Go-Shop Process:

                      The Special Committee will send letters (text to be reviewed by Plaintiff)
                      to all prior participants explaining that all offers will be considered,
                      whether or not Fertitta is asked to remain with the Company. Offer must
                      state willingness to proceed without Fertitta or management group. The
                      Special Committee will conduct an active process which will remain open
                      for 45 days in order to permit all bidders to emerge with the option for a
                      15 day or longer extension for due diligence if the Special Committee
                      deems necessary.

                      The Special Committee will also make public the pertinent details of the
                      new process through a Form 8-K (text to be reviewed by Plaintiff).

               (c)    Waiver of Standstills:

                      The Special Committee will waive standstills, except for hostile offers,
                      during the go shop process in order to permit proposals to acquire the
                      Company and/or all its assets but not for the purchase and sale of
                      securities of the Company and its subsidiaries from third parties in the
                      open market. To the extent necessary, the Special Committee will make
                      clear that all requests for waiver of standstills prior to closing are
                      permitted and the Special Committee will make determinations whether to
                      grant such waivers consistent with its fiduciary duties.



                                                 7
(d)   Termination Fee to Fertitta:

      No termination fee paid to Fertitta; Fertitta will only be reimbursed for
      actual expenses. Current good faith estimate of Fertitta’s reimbursable
      expense is $1,000,000. Fertitta cannot receive a contractual last look
      option; however, the Special Committee may ultimately decide to give
      Fertitta an opportunity to top any superior proposals if providing that
      opportunity is, in the Committee’s judgment, consistent with share value
      maximization. If the Special Committee provides that opportunity to
      Fertitta, then they must likewise provide any other bidder who has made a
      superior proposal with the same opportunity to top any superior proposal
      by Fertitta if that would be, in the Special Committee’s judgment,
      consistent with share value maximization.

(e)   Cost Reimbursement for Potential Bidders’ Due Diligence Costs:

      In order to create an active go shop process, Landry’s will reimburse up to
      $500,000 in actual out of pocket due diligence costs for each of up to the
      two highest bidders provided the bidders submit a proposal to acquire the
      Company at a price that exceeds $24 per share that is reasonably likely to
      lead to a Superior Proposal, and the Special Committee concludes the
      bidder is reasonably likely to be capable, including from a financial
      perspective, of closing on such a Superior Proposal.

(f)   Voting of Fertitta’s Shares from Open Market Purchases after June 2008:

      In connection with the shareholder vote on any alternative acquisition
      transaction (i.e., by a third party), Fertitta retains his discretion to vote the
      5,731,481 shares that he held as of June 16, 2008, plus up to the first
      300,000 shares acquired upon exercise of his outstanding options, either
      for or against such transaction. The 3,162,674 shares Fertitta purchased
      on the open market after June 16, 2008, plus up to the next 500,000 shares
      acquired upon exercise of his outstanding options (“Fertitta’s post-June
      2008 Shares”), will be voted in proportion to how the minority actually
      votes on any proposed transaction (abstentions will be counted as “no”
      votes for purposes of calculating how Fertitta’s post-June 2008 Shares are
      voted). Fertitta has provided a representation as to all Landry’s shares
      purchased – by Fertitta or any affiliates, his wife or children, or any of his
      other family members or others working at Fertitta’s instruction – since
      June 2008 announcement of $21 per share deal.

      The transaction with Fertitta will be subject to approval by a majority of
      Landry’s shares voted at the special meeting and not owned by any of the
      Defendants or any of their affiliates.




                                 8
               (g)    Plaintiff’s Monitoring of Go Shop Process:

                      The Special Committee’s counsel and/or Moelis will provide Plaintiff’s
                      counsel with information regarding all written and material oral
                      communications with actual or potential bidders on a real-time basis (i.e.,
                      in advance of communications or within 24 hours thereof).

               (h)    Proxy Disclosures:

                      Plaintiff will review and provide comments and proposed changes to a
                      supplemental proxy and the Company and Special Committee will use
                      their best efforts to consider and incorporate Plaintiff’s reasonable
                      suggestions. The final decision on disclosures will be up to the Special
                      Committee, to be made in good faith and consistent with the Special
                      Committee’s fiduciary duties.

       2.      Defendants and the Special Committee have also agreed to the terms of the First

Amendment to Agreement and Plan of Merger attached hereto as Exhibit A.

       If you are a 2009 Transaction Subclass member, you will be bound by any judgment

entered in the Litigation whether or not you actually receive this Notice. You may not opt out of

the Class.

IV.    RELEASES

       The Stipulation provides that Plaintiff and the 2009 Transaction Subclass members, on

behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns,

shall release, waive, discharge and dismiss any and all Settled Claims (defined below), and shall

forever be barred and enjoined from instituting, commencing or prosecuting any and all Settled

Claims, against all Released Parties (defined below), their counsel and insurers.

       (a)    “Settled Claims” means any and all claims, debts, demands, rights or causes of

action or liabilities whatsoever (including, but not limited to, any claims for damages, interest,

attorneys’ fees, expert or consulting fees, and any other costs, expenses or liability whatsoever),

whether based on federal, state, local, statutory or common law or any other law, rule or

regulation, whether fixed or contingent, accrued or un-accrued, liquidated or un-liquidated, at


                                                9
law or in equity, matured or un- matured, whether class, individual or derivative in nature,

including both known claims and unknown claims, (i) that have been asserted in Counts IV

through VIII of the Complaint or (ii) that could have been asserted in any forum by Plaintiff (on

behalf of itself, the 2009 Transaction Subclass and/or Landry’s) or any 2009 Transaction

Subclass Member against any of the Released Parties, their counsel and insurers which arise out

of or are based upon the allegations, transactions, facts, matters or occurrences, representations

or omissions giving rise to Counts IV through VIII of the Complaint and which arise out of

Plaintiff’s or the 2009 Transaction Subclass Members’ status as shareholders of Landry’s

common stock at any point between the November 3, 2009 announcement of the $14.75 Buyout

and the closing of a sale/merger to Fertitta or a third party (except for claims to enforce the

Settlement).

       (b)     “Released Parties” means any and all of the Defendants, their past or present

subsidiaries, parents, successors and predecessors, officers, directors, agents, employees, and any

person, firm, trust, corporation, officer, director or other individual or entity in which any

Defendant has a controlling interest or which is related to or affiliated with any of the

Defendants, and the representatives, heirs, successors-in-interest or assigns of the Defendants.

V.     REASONS FOR THE SETTLEMENT

       Plaintiff and its counsel have reviewed and analyzed the facts and circumstances relating

to the claims asserted in the Action, as known by Plaintiff to date. Plaintiff has reviewed more

than 600,000 pages of documents, taken more than a dozen depositions, and hired experts.

Plaintiff’s Counsel have analyzed the evidence adduced during their investigation and pretrial

discovery and have researched the applicable law with respect to the claims of Plaintiff and the

2009 Transaction Subclass against Defendants and the potential defenses thereto.




                                                10
       Based on this investigation and pre-trial discovery, Plaintiff in this Action has decided to

enter into the Stipulation and partially settle the Action, after taking into account, among other

things, (1) the substantial benefits to members of the 2009 Transaction Subclass from the

litigation of the Action and the Settlement; (2) the risks of continued litigation in this Action; and

(3) the conclusion reached by the parties and their counsel that the Settlement upon the terms and

provisions set forth in the Stipulation is fair, reasonable, adequate, and in the best interests of the

2009 Transaction Subclass and will result in a material benefit to them.

       Defendants in the Action have denied, and continue to deny, that they have committed or

aided and abetted in the commission of any violation of law or engaged in any of the wrongful

acts alleged in the Action, and expressly maintain that they complied with their fiduciary and

other legal duties, and are entering into the Stipulation solely because the Settlement will

eliminate the burden and expense of further litigation.

VI.    APPLICATION FOR ATTORNEYS’ FEES AND EXPENSES

       Concurrent with seeking final approval of the Settlement, Plaintiff’s Counsel intend to

petition the Court for an award of up to $15,000,000 for attorneys’ fees plus actual out-of-pocket

expenses in connection with the Settlement not to exceed $525,000. Defendants have agreed not

to object to the timing of Plaintiff’s Counsel’s application for an award of attorneys’ fees and

expenses in connection with the Settlement, but Defendants reserve all rights to object to, to

consent to, or to take no position on Plaintiff’s Counsel’s fee and expense application.

Notwithstanding the preceding, no award can occur or payment be made of fees or expenses in

connection with this Settlement until the closing of a sale/merger of the Company to Fertitta or a

third party. Landry’s or its successor(s)-in-interest will pay any attorneys’ fees and expenses

awarded by the Court to Plaintiff’s Counsel within three (3) business days after entry by the




                                                  11
Court of an award which shall occur after the closing of a sale/merger of the Company to Fertitta

or a third party.

VII.    CLASS ACTION DETERMINATION

        For purposes of this Settlement, the Court has ordered that the Action shall be

preliminarily maintained as a class action by the named Plaintiff as Class representative,

pursuant to Chancery Court Rules 23(a), 23(b)(l), and 23(b)(2), on behalf of the 2009

Transaction Subclass defined as set forth above on page [__] above.

VIII. SETTLEMENT HEARING

        The Court has scheduled a Settlement Hearing, which will be held on _______________

at ______ __.m., in the New Castle County Courthouse, 500 North King Street, Wilmington,

Delaware 19801 to: (a) determine whether the preliminary certifications discussed herein should

be made final; (b) determine whether the Settlement should be approved by the Court as fair,

reasonable, adequate and in the best interests of the 2009 Transaction Subclass; (c) determine

whether an Order and Judgment should be entered pursuant to the Stipulation; (d) hear the

application of Plaintiff’s Counsel for an award of attorneys’ fees and expenses; (e) hear and

determine any objections to the Settlement or the application of Plaintiff’s Counsel for an award

of attorneys’ fees and expenses; and (f) rule on such other matters as the Court may deem

appropriate.

        The Court has reserved the right to adjourn the Settlement Hearing or any adjournment

thereof, including the hearing on the application for attorneys’ fees and expenses, without further

notice of any kind other than oral announcement at the Settlement Hearing or any adjournment

thereof. The Court has also reserved the right to approve the Settlement at or after the Settlement

Hearing with such modification(s) as may be consented to by the parties to the Stipulation and

without further notice to the 2009 Transaction Subclass or current Landry’s shareholders.


                                                12
IX.    RIGHT TO APPEAR AND OBJECT

       Any 2009 Transaction Subclass member or current Landry’s shareholder who (a) objects

to: (i) the Settlement, (ii) the judgment to be entered in the Action dismissing Counts IV through

VIII of the Complaint, and/or (vi) request by Plaintiff’s Counsel for an award of attorneys’ fees

and reimbursement of costs and expenses in the Action; or (b) otherwise wishes to be heard, may

appear in person or by his or her or its attorney at the Settlement Hearing. If you want to do so,

however, you must, not later than ____________, file with the Register in Chancery, New Castle

County Courthouse, 500 North King Street, Wilmington, Delaware 19801: (i) a written notice of

intention to appear, (ii) proof of your membership in the 2009 Transaction Subclass or current

ownership of Landry’s common stock, (iii) a statement of your objections to any matters before

the Court, and (iv) the grounds thereof or the reasons for your desiring to appear and be heard, as

well as documents or writings you desire the Court to consider. Also, on or before the date you

file such papers, you must serve them by hand or overnight mail upon each of the following

attorneys of record:

               Mark Lebovitch
               BERNSTEIN LITOWITZ BERGER &
                GROSSMANN LLP
               1285 Avenue of the Americas
               New York, NY 10019

               Stuart M. Grant
               GRANT & EISENHOFER P.A.
               1201 N. Market St.
               Wilmington, DE 19801

               Plaintiff’s Counsel




                                                13
David J. Teklits
MORRIS, NICHOLS, ARSHT &
  TUNNELL LLP
1201 North Market Street, 18th Floor
P.O. Box 1347
Wilmington, DE 19899

Gerard G. Pecht
FULBRIGHT & JAWORSKI L.L.P.
1301 McKinney, Suite 5100
Houston, TX 77010

Counsel for Defendants Kenneth Brimmer, Michael S.
Chadwick, Michael Richmond and Joe Max Taylor

Thomas A. Beck
Daniel A. Dreisbach
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
920 N. Market Street
Wilmington, DE 19801

David D. Sterling
Danny David
BAKER BOTTS L.L.P.
One Shell Plaza
910 Louisiana Street
Houston, TX 77002

Counsel for Defendants Tilman J. Fertitta, Steven L.
Scheinthal, Fertitta Holdings, Inc., Fertitta Acquisition
Co., Richard Liem, Fertitta Group, Inc. and Fertitta
Merger Co.

Richard L. Renck
ASHBY & GEDDES
500 Delaware Avenue
P.O. Box 1150
Wilmington, DE 19899




                                 14
               Odean L. Volker
               HAYNES AND BOONE, LLP
               One Houston Center
               1221 McKinney, Suite 2100
               Houston, TX 77010

               Counsel for Nominal Defendant Landry’s
               Restaurants Inc.

       Any 2009 Transaction Subclass member or current Landry’s shareholder who does not

object to the Settlement or the request by Plaintiff’s Counsel for an award of attorneys’ fees and

expenses need not do anything at this time.

       Unless the Court otherwise directs, no person will be entitled to object to the approval of

the Settlement, the judgment to be entered in the Action, or the fee and expense application, nor

will he, she or it otherwise be entitled to be heard, except by serving and filing a written

objection as described above.

       Any person who fails to object in the manner described above shall be deemed to have

waived the right to object (including the right to appeal) and will be forever barred from raising

such objection in this or any other action or proceeding.

X.     INTERIM INJUNCTION

       Pending the Court’s determination as to final approval of the Settlement, Plaintiff and all

members of the 2009 Transaction Subclass, or any of them, are barred and enjoined from

commencing, prosecuting, instigating, or in any way participating in the commencement or

prosecution of any action asserting any claim related, directly or indirectly, to any Settled

Claims, against any of the Released Persons.




                                                15
XI.    ORDER AND JUDGMENT OF THE COURT

       If the Court determines that the Settlement, as provided for in the Stipulation, is fair,

reasonable, adequate and in the best interests of the 2009 Transaction Subclass, the parties will

ask the Court to enter an Order and Judgment, which will, among other things:

       a.      Determine that the form and manner of notice is the best notice practicable under

the circumstances and to been given in full compliance with each of the requirements of due

process, Delaware Court of Chancery Rules 23 and 23.1, and applicable law;

       b.      Determine that all members of the 2009 Transaction Subclass and current

Landry’s shareholders are bound by the Order and Judgment;

       c.      For purposes of this Settlement, determine that the Action is a proper class action

pursuant to Delaware Court of Chancery Rules 23(a), 23(b)(1) and 23(b)(2) and certify the 2009

Transaction Subclass;

       d.      For purposes of this Settlement, appoint Plaintiff as Class Representative and

Plaintiff’s Counsel as Class Counsel;

       e.      Determine that the Settlement is fair, reasonable and adequate and in the best

interests of Plaintiff and the 2009 Transaction Subclass;

       f.      Bar and enjoin the 2009 Transaction Subclass members from instituting,

commencing or prosecuting any and all Settled Claims against all Released Parties, their counsel

and insurers; and

       g.      Award Plaintiff’s Counsel’s fair and reasonable attorneys’ fees and expenses.

XII.   NOTICE TO THOSE HOLDING STOCK FOR THE BENEFIT OF OTHERS

       Brokerage firms, banks and/or other persons or entities who held shares of the

Company’s common stock for the benefit of others are directed promptly to send this Notice to




                                                16
all of their respective beneficial owners. If additional copies of the Notice are needed for

forwarding to such beneficial owners, any requests for such additional copies may be made to:

        Landry’s Restaurants, Inc.
        1510 West Loop South
        Houston, TX 77027
        Attention: Mr. Steven L. Scheinthal

XIII. SCOPE OF THE NOTICE

       This Notice is not all-inclusive. The references in this Notice to the pleadings in the

Action, the Stipulation, and other papers and proceedings are only summaries and do not purport

to be comprehensive. For the full details of the Action, claims which have been asserted by the

parties and the terms and conditions of the Settlement, including a complete copy of the

Stipulation, members of the 2009 Transaction Subclass are referred to the Court files in the

Action. You or your attorney may examine the Court files during regular business hours of each

business day at the office of the Register in Chancery, in the New Castle County Courthouse,

500 North King Street, Wilmington, Delaware 19801. Questions or comments may be directed

to counsel for the Class Plaintiff:

               Stuart M. Grant
               GRANT & EISENHOFER P.A.
               1201 N. Market Street
               Wilmington, DE 19801
               302-622-7000

               Mark Lebovitch
               BERNSTEIN LITOWITZ BERGER &
                GROSSMANN LLP
               1285 Avenue of the Americas
               New York, NY 10019
               (212) 554-1400

DO NOT WRITE OR TELEPHONE THE COURT.




                                              17
Dated: [_______________ __], 2010
                                    BY ORDER OF THE COURT



                                    __________________________________
                                    Register in Chancery




                                      18
                                             EFiled: Jun 22 2010 5:38PM EDT
                                                              EXHIBIT D
                                             Transaction ID 31767556
                                             Case No. 4339-VCL
        IN THE COURT OF THE CHANCERY OF THE STATE OF DELAWARE

LOUISIANA MUNICIPAL POLICE
EMPLOYEES’ RETIREMENT SYSTEM, on
behalf of itself and all other similarly situated
shareholders of Landry’s Restaurants, Inc., and
derivatively on behalf of nominal defendant
Landry’s Restaurants, Inc.,

                       Plaintiff,
       v.                                                   C.A. No. 4339-VCL

TILMAN      J.    FERTITTA,  STEVEN   L.
SCHEINTHAL,         KENNETH    BRIMMER,
MICHAEL        S.   CHADWICK,   MICHAEL
RICHMOND, JOE MAX TAYLOR, FERTITTA
HOLDINGS, INC., FERTITTA ACQUISITION
CO., RICHARD LIEM, FERTITTA GROUP,
INC. and FERTITTA MERGER CO.

                       Defendants, and

LANDRY’S RESTAURANTS, INC.,

                       Nominal Defendant.

                        SUMMARY NOTICE OF PENDENCY
             AND PARTIAL SETTLEMENT OF SHAREHOLDER LITIGATION

TO:         ALL PERSONS AND ENTITIES WHO HELD SHARES OF LANDRY’S
            RESTAURANTS INC. (“LANDRY’S”) COMMON STOCK AT ANY POINT
            BETWEEN NOVEMBER 3, 2009 AND THE CLOSING OF A
            SALE/MERGER TRANSACTION OF LANDRY’S.

       YOU ARE HEREBY NOTIFIED, pursuant to Delaware Court of Chancery Rules 23 and

23.1 and an Order of the Court, that (i) the above-captioned action (the “Action”) is pending as a

class action in the Court of Chancery of the State of Delaware (the “Court”), and that the Court

has certified a settlement subclass in the Action that includes all persons and entities who held

shares of Landry’s common stock at any point between the November 3, 2009 announcement of

the $14.75 Buyout and the closing of a sale/merger transaction to Tilman J. Fertitta or a third

party, excluding Defendants; members of the immediate families of each of the Individual
Defendants; all directors, officers, parents, subsidiaries and affiliates of Landry’s and the Fertitta

Entities; any person, firm, trust, corporation or entity in which any Defendant has or had a

controlling interest or which is related to or affiliated with any of the Defendants; and the legal

representatives, heirs, successors-in-interest or assigns of any such excluded party (the “2009

Transaction Subclass”); and (ii) a proposed settlement (the “Settlement”) has been reached on

behalf of the 2009 Transaction Subclass dismissing the claims asserted against Defendants in

Counts IV through VIII of the amended complaint pending in the Action. A hearing will be held

before the Court, in the New Castle County, 500 North King Street, Wilmington, DE 19801, on

_______ __, 2010 at __:__ _.m., to, among other things, determine whether the proposed

Settlement should be approved by the Court as fair, reasonable and adequate, to determine

whether plaintiff and plaintiff’s counsel have adequately represented the 2009 Transaction

Subclass, and to consider the application of plaintiff’s counsel for an award of attorneys’ fees

and expenses.

       IF YOU WERE A LANDRY’S SHAREHOLDER AT ANY POINT BETWEEN

NOVEMBER 3, 2009 AND THE CLOSING OF A SALE/MERGER TRANSACTION OF

LANDRY’S, YOUR RIGHTS WILL BE AFFECTED BY THE SETTLEMENT OF THE

ACTION. This is a summary notice only. Additional information about the claims asserted in

the Action and the terms and benefits of the proposed Settlement are available in the full printed

Notice of Pendency and Proposed Partial Settlement of Shareholder Litigation (the “Notice”). If

you have not yet received the full printed Notice, you may obtain a copy by contacting the

Notice Administrator at:

        Landry’s Restaurants, Inc.
        1510 West Loop South
        Houston, TX 77027
        Attention: Mr. Steven L. Scheinthal

                                                  2
       If you were a Landry’s shareholder at any point between November 3, 2009 and the

closing of a sale/merger transaction of Landry’s, you will be bound by the Order of the Court

granting final approval to the Settlement. Any objections to the Settlement and/or plaintiff’s

counsel’s application for an award of attorneys’ fees and expenses must be filed by _________,

2010 in accordance with the procedures set forth in the Notice.

                                                    By Order of The Court



#458762.4




                                                3
                                             EFiled: Jun 22 2010 5:38PM EDT
                                                              EXHIBIT E
                                             Transaction ID 31767556
                                             Case No. 4339-VCL
        IN THE COURT OF THE CHANCERY OF THE STATE OF DELAWARE

LOUISIANA MUNICIPAL POLICE
EMPLOYEES’ RETIREMENT SYSTEM, on
behalf of itself and all other similarly situated
shareholders of Landry’s Restaurants, Inc., and
derivatively on behalf of nominal defendant
Landry’s Restaurants, Inc.,

                       Plaintiff,
       v.                                                   C.A. No. 4339-VCL

TILMAN      J.    FERTITTA,  STEVEN   L.
SCHEINTHAL,         KENNETH    BRIMMER,
MICHAEL        S.   CHADWICK,   MICHAEL
RICHMOND, JOE MAX TAYLOR, FERTITTA
HOLDINGS, INC., FERTITTA ACQUISITION
CO., RICHARD LIEM, FERTITTA GROUP,
INC. and FERTITTA MERGER CO.

                       Defendants, and

LANDRY’S RESTAURANTS, INC.,

                       Nominal Defendant.

       ORDER AND FINAL JUDGMENT WITH RESPECT TO DISMISSAL AND
        SETTLEMENT OF COUNTS IV THROUGH VIII OF THE COMPLAINT

       A hearing having been held before this Court on ________, 2010, pursuant to this Court’s

Order dated ________, 2010 (the “Scheduling Order”), upon a Stipulation and Agreement of

Settlement dated June 22, 2010 (the “Stipulation”), filed in the above-captioned action (the

“Action”), which (along with the defined terms therein) is incorporated herein by reference; it

appearing that due notice of said hearing has been given in accordance with the aforesaid

Scheduling Order; the respective Parties having appeared by their attorneys of record; the Court

having heard and considered evidence in support of the proposed Settlement set forth in the

Stipulation; the attorneys for the respective Parties having been heard; an opportunity to be heard

having been given to all other persons requesting to be heard in accordance with the Scheduling
Order; the Court having determined that notice to the 2009 Transaction Subclass and current

Landry’s shareholders was adequate and sufficient; and the entire matter of the proposed

Settlement having been heard and considered by the Court;

       IT IS ORDERED, ADJUDGED AND DECREED THIS ____ DAY OF

____________ 2010 AS FOLLOWS:

       1.      The Notice of Pendency and Proposed Partial Settlement (the “Settlement”) of

Shareholder Litigation (the “Notice”) and the Summary Notice of Pendency and Proposed Partial

Settlement of Shareholder Litigation (the “Summary Notice”) has been provided to the 2009

Transaction Subclass and current Landry’s shareholders pursuant to and in the manner directed

by the Scheduling Order; proof of mailing and publication of notice was filed with the Court; and

full opportunity to be heard has been offered to all Parties, the 2009 Transaction Subclass and

current Landry’s shareholders. The form and manner of notice is hereby determined to have

been the best notice practicable under the circumstances and to have been given in full

compliance with each of the requirements of due process, Delaware Court of Chancery Rules 23

and 23.1, and applicable law, and it is further determined that all members of the 2009

Transaction Subclass and current Landry’s shareholders are bound by this Order.

       2.      For purposes of the Settlement, the Court finds that the Action is a proper class

action pursuant to Delaware Court of Chancery Rules 23(a), 23(b)(1) and 23(b)(2) and hereby

finally certifies the 2009 Transaction Subclass as consisting of:

       All persons and entities who held shares of Landry’s common stock at any point
       between the November 3, 2009 announcement of the $14.75 Buyout and the
       closing of a sale/merger transaction to Fertitta or a third party, excluding
       Defendants; members of the immediate families of each of the Individual
       Defendants; all directors, officers, parents, subsidiaries and affiliates of Landry’s
       and the Fertitta Entities; any person, firm, trust, corporation or entity in which any
       Defendant has or had a controlling interest or which is related to or affiliated with



                                                 2
       any of the Defendants; and the legal representatives, heirs, successors-in-interest
       or assigns of any such excluded party.

       3.      Based on the record in the Action, the 2009 Transaction Subclass satisfies the

provisions of Delaware Court of Chancery Rules 23(a), 23(b)(1) and 23(b)(2). Specifically, this

Court finds that (a) the 2009 Transaction Subclass is so numerous that joinder of all members

thereof is impracticable; (b) there are questions of law and fact common to the 2009 Transaction

Subclass; (c) the claims of the Class Representative are typical of the claims of the 2009

Transaction Subclass; (d) the Class Representative and Class Counsel have and will fairly and

adequately represent the interests of the 2009 Transaction Subclass; (e) the prosecution of

separate actions by individual members of the 2009 Transaction Subclass would create a risk of

inconsistent adjudications which would establish incompatible standards of conduct for

Defendants, and, as a practical matter, the disposition of Counts IV through VIII of the

Complaint would influence the disposition of any pending or future identical cases brought by

other members of the 2009 Transaction Subclass; and (f) Defendants have allegedly acted or

refused to act on grounds generally applicable to the 2009 Transaction Subclass, thereby making

appropriate final injunctive relief or corresponding declaratory relief with respect to the 2009

Transaction Subclass as a whole.

       4.      For purposes of the Settlement, Plaintiff Louisiana Municipal Police Employees’

Retirement System is finally appointed as Class Representative, and Plaintiff’s Counsel,

Bernstein Litowitz Berger & Grossmann LLP and Grant & Eisenhofer P.A., are finally appointed

as Class Counsel pursuant to Delaware Court of Chancery Rule 23.

       5.      The Settlement is found to be fair, reasonable and adequate and in the best

interests of Plaintiff and the 2009 Transaction Subclass. The Parties to the Stipulation are hereby




                                                3
authorized and directed to comply with and to consummate the Settlement in accordance with the

terms and provisions of the Stipulation.

       6.      Counts IV through VIII of the Complaint only are hereby dismissed with

prejudice as against the Defendants. All other claims asserted in the Complaint are preserved,

and in no event shall this Order and Final Judgment be construed to dismiss or settle in any

respect any claims asserted in the Complaint other than those asserted in Counts IV through VIII.

       7.      As provided in the Stipulation, “Settled Claims” means any and all claims, debts,

demands, rights or causes of action or liabilities whatsoever (including, but not limited to, any

claims for damages, interest, attorneys’ fees, expert or consulting fees, and any other costs,

expenses or liability whatsoever), whether based on federal, state, local, statutory or common

law or any other law, rule or regulation, whether fixed or contingent, accrued or un-accrued,

liquidated or un-liquidated, at law or in equity, matured or un- matured, whether class, individual

or derivative in nature, including both known claims and unknown claims, (i) that have been

asserted in Counts IV through VIII of the Complaint or (ii) that could have been asserted in any

forum by Plaintiff (on behalf of itself, the 2009 Transaction Subclass and/or Landry’s) or any

2009 Transaction Subclass Member against any of the Released Parties, their counsel and

insurers which arise out of or are based upon the allegations, transactions, facts, matters or

occurrences, representations or omissions giving rise to Counts IV through VIII of the Complaint

and which arise out of Plaintiff’s or the 2009 Transaction Subclass Members’ status as

shareholders of Landry’s common stock at any time between the November 3, 2009

announcement of the $14.75 Buyout and the closing of a sale/merger to Fertitta or a third party

(except for claims to enforce the Settlement).




                                                 4
       8.      As provided in the Stipulation, “Released Parties” means any and all of the

Defendants, their past or present subsidiaries, parents, successors and predecessors, officers,

directors, agents, employees, and any person, firm, trust, corporation, officer, director or other

individual or entity in which any Defendant has a controlling interest or which is related to or

affiliated with any of the Defendants, and the representatives, heirs, successors-in-interest or

assigns of the Defendants.

       9.      As provided in the Stipulation, “Settled Defendants’ Claims” means any and all

claims, debts, demands, rights or causes of action or liabilities whatsoever (including, but not

limited to, any claims for damages, interest, attorneys’ fees, expert or consulting fees, and any

other costs, expenses or liability whatsoever), whether based on federal, state, local, statutory or

common law or any other law, rule or regulation, whether fixed or contingent, accrued or un-

accrued, liquidated or un-liquidated, at law or in equity, matured or un-matured, including both

known claims and unknown claims, that have been or could have been asserted in the Action or

any forum by the Defendants or any of them or the successors and assigns of any of them against

Plaintiff or any of the 2009 Transaction Subclass Members or their attorneys, which arise out of

or are based upon the allegations, transactions, facts, matters or occurrences, representations or

omissions giving rise to Counts IV through VIII of the Complaint and which arise out of

Plaintiff’s or the 2009 Transaction Subclass Members’ status as shareholders of Landry’s

common stock at any point between the November 3, 2009 announcement of the $14.75 Buyout

and the closing date of a sale/merger to Fertitta or a third party (except for claims to enforce the

Settlement) or which arise out of or relate in any way to the institution, prosecution, or settlement

of the Action (except for claims to enforce the Settlement).




                                                 5
       10.     As provided in the Stipulation, “Unknown Claims” means any Settled Claims that

Plaintiff or any 2009 Transaction Subclass Member does not know or suspect exists in his, her or

its favor at the time of the release of the Settled Claims as against the Released Parties, their

counsel and insurers, and any Settled Defendants’ Claims that any Defendant does not know or

suspect to exist in his, her or its favor at the time of the release of the Settled Defendants’ Claims

as against Plaintiff, the 2009 Transaction Subclass Members and their counsel, including without

limitation those claims which, if known, might have affected the decision to enter into, or not

object to, this Stipulation and/or Settlement. With respect to the Settled Claims and the Settled

Defendants’ Claims, the Parties stipulate and agree that Plaintiff and Defendants shall expressly

waive, and each of the 2009 Transaction Subclass Members shall be deemed to have waived, and

by operation of the Order and Final Judgment shall have expressly waived, any and all

provisions, rights and benefits conferred by or under Cal. Civ. Code § 1542 or any other law of

the United States or any state or territory of the United States, or principle of common law,

which is similar, comparable or equivalent to Cal. Civ. Code § 1542, which provides:

        A     general    release    does     not    extend     to   claims which the
        creditor does not know or suspect to exist in his or her favor at the
        time of executing the release, which if known by him or her must
        have materially affected his or her settlement with the debtor.

Plaintiff and Defendants acknowledge, and the 2009 Transaction Subclass Members by operation

of law shall be deemed to have acknowledged, that the inclusion of “Unknown Claims” in the

definition of Settled Claims and Settled Defendants’ Claims was separately bargained for and

was a key element of the Settlement.

       11.     Plaintiff and the 2009 Transaction Subclass Members, on behalf of themselves,

their heirs, executors, administrators, predecessors, successors and assigns, shall release, waive,

discharge and dismiss any and all Settled Claims, and shall forever be barred and enjoined from


                                                  6
instituting, commencing or prosecuting any and all Settled Claims, against all Released Parties

and their counsel and insurers.

       12.     Defendants on behalf of themselves and the other Released Parties, shall release,

waive, discharge and dismiss any and all Settled Defendants’ Claims, and shall forever be barred

and enjoined from instituting, commencing or prosecuting any and all Settled Defendants’

Claims, against Plaintiff, the 2009 Transaction Subclass Members and their counsel.

       13.     Neither this Stipulation, the Settlement, this Order and Final Judgment, nor any of

their terms and provisions, nor any of the negotiations, discussions or proceedings in connection

therewith, shall be deemed or constitute a presumption, concession or an admission by any Party

of any fault, liability or wrongdoing by any of them, and shall not be interpreted, construed,

deemed, involved, offered or received in evidence or otherwise used by any person in the Action

or in any other action or proceeding, whether civil, criminal or administrative, except in

connection with any proceeding to enforce the terms of the Stipulation.

       14.     Without affecting the finality of this Order and Final Judgment, jurisdiction is

hereby retained by this Court for the purpose of protecting and implementing the Stipulation and

the terms of this Order and Final Judgment, including the resolution of any disputes that may

arise with respect to the effectuation of any of the provisions of the Stipulation, and for the entry

of such further orders as may be necessary or appropriate in administering and implementing the

terms and provisions of the Settlement and this Order and Final Judgment.

       15.     There is no just reason for delay in the entry of this Order and Final Judgment and

immediate entry by the Register in Chancery is expressly directed pursuant to Delaware Court of

Chancery Rule 54(b).




                                                 7
                _______________________________
                          Vice Chancellor

#457000.4




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